|
CONSTITUTION AND BY-LAWS Article I - Name The name of this organization is the Austin Military Officers Associaation of America. Article II - Purpose The purpose of this organization shall be to bring together commissioned and warrant officers, active and retired; and persons who have held status as commissioned and warrant officers of the Army, Navy, Air Force, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration, and the Public Health Service, including all components thereof, for the purpose of supporting the objectives stated in the preamble hereof and for such other related causes as may be determined proper by the Association. The Association will be a non-profit organization operated exclusively for these purposes. Article III - Membership and Voting Rights Section 1: Subject to the provisions hereof, membership shall be composed of men and women who have been, active or retired, commissioned officers or warrant officers of the Army, Navy, Air Force, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration, and the Public Health Service, and all components of those services. Section 2: Membership eligibility shall be of two classes, namely: a. Members. Those on the retired lists of any of the services listed in Section 1 hereof. b. Associate Members. (1) Those who are members of the services named in Section 1 hereof, who are not on retired status. Such associate members automatically become members upon retirement. (2) Those who have been members of the services named in Section 1 hereof and who furnish satisfactory evidence of separation from their respective service under conditions acceptable to the Association. Section 3: Membership privileges for spouses: a. Membership privileges, except the right to vote or the requirement to pay dues, are extended to the spouses and the surviving spouses of all members of the classes defined in Section 2 hereof. b. Membership privileges, except the right to vote or the requirement to pay dues will be extended to the surviving spouse of any deceased individual who, if living, not having been a member of the Association, would be eligible to any type of membership defined in Section 2 hereof. c. Despite the provisions above relieving a surviving spouse of the requirement to pay dues, the Board of Directors has the authority to assess an annual fee for such surviving spouse to defray the cost of mailing information to such surviving spouse. Section 4: All members of this Association shall be members in good standing of the Military Officers Association of America, 214 North Washington Street, Alexandria, Virginia 22314. Section 5: Application for membership shall be to the Board of Directors of the Austin Military Officers Association of America. Section 6: The Board of Directors may accept or reject any application for membership. Section 7: All members shall be entitled to vote on any matter submitted to the membership for vote. Section 8: Any members may be dropped by the Board of Directors for cause, after the members have been offered the opportunity to be heard. Article IV- Officers Section 1: The officers of the Association shall consist of a President, a First Vice President, a Second Vice President, a Third Vice President, a Secretary, a Treasurer, and three representatives, one each from the Army and Air Force, and one from the membership group represented by the Navy, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration, and the Public Health Service. Section 2: The officers of the Association shall be elected by the membership from those members specified in Section 2 of Article III hereof and shall normally hold office for one year unless sooner removed or otherwise disqualified. An officer my not hold more than one office at any one time. Section 3: Any officer may be removed by a majority vote of the members present at a special meeting called for that purpose and only after such officer has been given an opportunity to be heard if he so desires, provided, however, that such special meeting shall not be called without the approval of at least two thirds of the members of the Board of Directors and shall be held not less than ten days after the mailing of proper notice by the Secretary to each current member. Section 4: A vacancy in the office of the President or any other office, occurring after the annual election of officers, shall be filled by the Board of Directors. Section 5: The officers of the Association will serve without compensation. Travel expenses may be authorized for official representatives by the Board of Directors, consistent with the state of the treasury. Article V - Board of Directors Section 1: There shall be a Board of Directors composed of the elected officers of the Association, the immediate past President, plus three representatives, one each from the Army and Air Force, and one from the membership group represented by the Navy, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration, and the Public Health Service - to be elected by the members annually. Section 2: The Board of Directors shall have supervision, control, and direction of the affairs of the organization, shall determine its policies or changes therein within the limits of the by-laws, shall actively prosecute may adopt such rules and regulations for the conduct of its business as may be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary. Section 3: The Board of Directors shall not be authorized to adopt resolutions or to establish positions in the name of the organization. Such matters shall be decided by a majority vote of members present at any meeting of the organization. Section 4: The Board of Directors shall meet upon the call of the President, at such times and places as he may designate and shall be called upon demand of a majority of its members. Section 5: A majority of the entire Board of Directors shall constitute a quorum at any meeting of the Board. Section 6: Each member of the Board of Directors shall be entitled to one vote. Proxy voting shall not be permitted. Article VI - Dues Section 1: The annual dues for each member for the next calendar year shall be determined by the membership, after receiving recommendations on the matter from the Board of Directors. Section 2: The annual dues for a calendar year shall become due on January 1st of that year. Section 3: A member will be dropped from membership in this Association for non-payment of dues if his dues have remained unpaid for a period of 60 days after January 1 of the year for which due. A member who has been dropped for non-payment of dues may be reinstated upon payment of the current annual dues. Article VII - Meetings Regular meetings of this Association shall normally be held on the third Wednesday of each month, at a place and time determined by the Board of Directors. However, the Board may, acting in the best interests of the Association, change the date of, or cancel, any meeting. Article VIII - The Flag The American flag shall be displayed and honored at all membership meetings of this organization. Article IX - Committees Section 1: The President, subject to the approval of the Board of Directors, shall annually appoint such standing and special committees as may be required by the By-Laws or as he may find advisable. Section 2: The President, ex officio, shall be a member of all committees, except the nominating committee. Article X - Elections Section 1: Not later than the February meeting of the Association, the President shall appoint a nominating committee, which will present at the March meeting the names of officers recommended by it to preside for the ensuing year. Section 2: At the April meeting, the recommended slate will be read and additional nominations shall be called for from the floor. Nominations will then be closed and an election of officers held. A majority of votes cast by the members present will elect. The Secretary shall publish to the membership the results of the elections, and the newly elected officers will take office on the following June 1st. Formal installation shall take place at the May meeting. Article XI - Political Activity The Chapter may not endorse or oppose any incumbent or candidate for election to any public office, nor may any individual do so while acting in an official capacity to represent the Chapter. The Chapter may support or oppose certain legislative and political issues in consonance with the preamble and Article II hereof. This Article will not preclude having incumbents address the Chapter for the purpose of informing or educating the membership. These corrections were moved, seconded and passed unanimously. The proposed changes to the Bylaws are to be read at the February dinner meeting and voted on by the membership present at the March dinner meeting. Article XII - Fiscal Year and Audits Section 1: The fiscal year of the Association shall begin on the first day of June and end on the last day of May. Section 2: The Board of Directors shall develop and adopt an annual budget not later than September 1 of each year in the current fiscal year. If, for any reason, an annual budget is not adopted by September 30, the budget last adopted for a fiscal year shall be in effect for the current fiscal year or until modified by the Board of Directors. Section 3: The President shall appoint a committee of members to audit the accounts of the Treasurer each year in May. The committee will report the results of this audit to the Board of Directors who, after review and approval, will report same to the general membership. Article XIII - Dissolution Section 1: Dissolution of the Austin Military Officers Association of America may be adopted by a two thirds majority of the members present at a meeting called specifically for this purpose. Section 2: The distribution of the assets of the Association will be to the Texas Council of Chapters, the national organization committed to the same basic goals as this Association. Section 3: Determination of the distribution of the assets will be by simple majority vote. Article XIV - Changes to the By-Laws The Constitution and By-Laws of this Association may be altered, amended, or changed, or a new edition may be adopted by a two thirds majority vote of the members present at a specifically designated meeting of the Association for this purpose. Approved and signed on the 26th day of July, 1994. |